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Directors Report of Mallcom (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you Thirty-first Annual Report of the Company together with Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

Your Company's performance during the year ended 31st March, 2015 is summarized below:

(Rupees in Lakhs)

Particulars 31-March-2015 31-March-2014

Gross Sales 26,490.71 21,813.30

Other Income 37.21 19.03

Total Revenue 26,527.92 21,832.33

Less: Total Expenditure 25,653.46 21,154.00

Gross Profit (Before Depreciation & Finance Cost) 1,625.95 1,338.43

Less: Finance Cost 335.69 383.55

Depreciation 415.80 276.55

Earnings before Tax [EBT] 874.46 678.33

Less: Income Tax

*Current 330.00 194.67

*Income Tax for Earlier Years 18.05 23.40

*Deferred 12.96 10.12

Profit after Tax [PAT] 513.46 450.14

Add: Profit b/f from previous year 8.34 7.71

521.80 457.84

Appropriation

Dividend Recommended 93.60 93.60

Dividend Tax 19.06 15.91

Transfer to General Reserve 400.00 340.00

Profit & Loss Account balance carried to Balance sheet 9.15 8.34

Key Ratios

Earning per Share (Rs.) 8.23 7.21

Dividend per share (Rs.) 1.50 1.50

Current Ratio 1.18:1 1.33:1

Debt-Equity Ratio 0.92:1 1.27:1

DIVIDEND

Your Directors are pleased to recommend dividend of Rs.1.50 per share (15%) for the financial year ended 31st March, 2015. The dividend if approved by the shareholders will be paid to all the equity shareholders, whose names appear in the Register of Members as on, 4th September, 2015. Total dividend of 15% for the year 2014-15 would absorb Rs. 112.66 Lakh inclusive of dividend tax.

PERFORMANCE OF THE COMPANY

The Company has been able to achieve a significant turnover growth of 21.44% during the current year.

The Standalone Gross Income and Profit After Tax of the company for the year was Rs. 26,527.92 Lakh & Rs. 513.46 Lakh as against Rs. 21,832.33 Lakh and Rs. 450.14 Lakh respectively for the previous year.

The Consolidated Gross Income of the company for the year under review was Rs. 26,887.10 Lakh as against Rs. 22,248.67 Lakh for the previous year resulting in a growth of 20.84 % The Consolidated profit after tax, of the company, for the year was Rs. 678.21 Lakh as against Rs. 492.85 Lakh for the previous year.

The increase in Gross Income was mainly contributed by increase in export & domestic turnover by 21.35% and 26.33% respectively.

FINANCIAL POSITION Share Capital

The subscribed, issued and paid-up capital of the company remained at 62,40,000 equity shares of Rs.10/- each implying a fully paid up capital of Rs.624.00 Lakh as on 31st March 2015.

Reserve and Surplus

The Reserve and surplus balance for the company during the fiscal under review has gone up from Rs.4,104.38 Lakh to Rs.4,427.18 Lakh with a further transfer of Rs.400.00 Lakh to General Reserve.

SECURED LOANS

During the Fiscal 2015, the Company had an secured loan for a sum of Rs. 4,528.48 Lakhs as short term borrowing.

UNSECURED LOANS

During the Fiscal 2015, the company had an unsecured loan for a sum of Rs. 159.14 Lakh as long term borrowing.

FIXED ASSETS

The Gross Fixed Assets (including Capital work-in- progress) as at 31st March, 2015 were Rs.5,484.01 Lakh as compared to Rs. 5,152.28 Lakh in the previous year.

CURRENT ASSETS

The current assets of the Company as on 31st March, 2015 were Rs. 10,536.97 Lakh as against Rs. 11,054.40 Lakh in the previous year. Inventory level was at Rs.4331.52 Lakh, which has increase by Rs. 263.05 Lakh over previous year's level of Rs. 4068.47 Lakh. Debtors outstanding as on 31st March, 2015 were Rs. 2,874.01 Lakh as against Rs. 3,385.57 Lakh for previous year i.e. an increase of Rs.511.56 Lakh over the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A Report on Corporate Governance is appended along with a certificate from the Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the listing agreement.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared by your Company in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India and the same together with Auditor's Report thereon form part of the Annual Report.

SUBSIDIARY COMPANIES

Your Company has three subsidiaries as on date. Further there has been no material change in the nature of business of the subsidiaries. A report on the performance and the financial position of subsidiary companies as per Companies Act, 2013 forms part of the consolidated financial statement and hence not repeated here for the sake of brevity. There are no associate companies within the meening of Section-2(6) of the Companies Act, 2013.

NEW BRAND IDENTITY

With our feet firmly on ground and balanced mind, we have set our vision to further expand our branded products in the established market along with the growing Indian sub- continent market. With a new mission ahead, we chose a new brand identity for us that reflects the multitude of opportunities that we would want to harness in the personal protective equipment market globally.

The new brand takes the inspiration from century old Chinese puzzle - Tangram - The seven boards of skill. It is a dissection puzzle consisting of seven flat shapes, called tans, which are put together to form shapes. The objective of puzzle is to make specific shape using all seven pieces, without overlapping. This solution provides symbolic representations of immense opportunities that we, at Mallcom, would imbibe to make our products smart and provide effective solutions to our clients.

AUDITORS AND AUDITORS' REPORT Statutory Auditors

M/s Doshi, Chatterjee, Bagri & Co., Chartered Accountants have been appointed as Statutory Auditors of the company at the last Annual General Meeting held on 28th August, 2014 for a period of five years subject to ratification by members at every consequent Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

Explanation to the qualification and other matters in Auditors' Report

The Company has already been making contribution towards the gratuity liability as per the actuarial valuation arranged by the managers to gratuity fund. The company plans to obtain the actuarial valuation report for both gratuity and leave encasement benefits in line with AS - 15 and the required contribution will be made during the current year to make good of shortfall if any.

Beside the above the Auditors Report on the Accounts of the Company for the year under review is self-explanatory and requires no comment.

Cost Auditor

M/s. S Chhaparia & Associates, Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2015 by the Board of Directors.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Rashmi Agarwal & Associates Company Secretaries to undertake the secretarial audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure-A.

Secretarial Auditors Report of the Company for the year under review is self-explanatory and requires no comment.

Internal Auditors

Mrs. Anjali G. Worah, Chartered Accountant performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy for welfare and aspirations of the community.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy may be accessed on the company website.

COMPANY'S POLICY ON DIRECTORS, APPOINTMENT AND REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a terms of reference which, interalia, deals with the manner of selection of Directors and the Key Managerial Personnel of the Company. The NRC recommends appointment of Director/appointment or re- appointment of Manager and Chief Executive Officer based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed there under. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Board's balance of professional experience, background, view points, skills and areas of expertise.

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has also adopted the Remuneration Policy for the members of the Board and Executive Management. The said policy earmark the principles of remuneration and ensures a well balanced and performance related compensation package taking into account shareholders' interest, industry practices and relevant corporate regulations in India.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing all the risks that the organization faces. A Risk Management Policy was approved by the Committee and the same may be accessed on the company website.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

DIRECTORS

At the 30th Annual General Meeting of the company held on 28th August, 2014 the company had appointed the existing independent directors Shri R.P.Singh (DIN 00240910) and Dr. Barsha Khattry (DIN 01974874) as independent directors under the companies Act, 2013.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement.

In accordance with the provisions of Companies Act, 2013 read with the Articles of Association of the company, Shri Giriraj Mall (DIN: 01043022), Non-Executive Director retires by rotation and being eligible offers himself for re- appointment.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination &Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

MEETINGS

During the year Seven Board Meetings and one independent directors' meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. The requirement of giving particulars of contracts/arrangement made with related parties, in Form AOC-2 are not applicable for the year under review.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remunera- tion of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Regis- tered office of the company during business hours on work- ing days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secre- tary in advance.

No employee of the Company was in receipt of the remu- neration which exceeds the limits as prescribed under sec- tion 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Mana- gerial Personnel) Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as a separate annexure.

ACKNOWLEDGEMENT

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company.

Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

Date: 30th May, 2015 For and behalf of the Board

Reg. Office: A. K. Mall

Mallcom Towers Chairman & Managing Director

EN-12, Sector-V

Salt Lake City

Kolkata-700091


Mar 31, 2014

To The Members

The Directors are please to present the Thirtieth (30th) Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS

Your Company's performance during the year ended 31st March, 2014 is summarized below:

(Rupees in Lakhs)

31-March-2014 31-March-2013

Gross Sales 21,813.30 16,141.20

Other Income 19.03 29.74

Total Revenue 21,832.33 16,170.95

Less: Total Expenditure 21,154.00 15,664.25

Gross Profit (before Depreciation & Finance Cost) 1,338.43 1,089.71

Depreciation 276.55 284.52

Less: Finance Cost 383.55 298.49

Earning before Tax [EBT] 678.33 506.70

Less: Income Tax

-Current 194.67 149.25

-Deferred 10.12 7.15

-Income Tax for Earlier Years 23.40 -

Profit after Tax [PAT] 450.14 350.30

Add: Profit b/f from previous year 7.71 15.01

457.84 365.31

Appropriation

Dividend Recommended 93.60 74.88

Dividend Tax 15.91 12.73

Transfer to General Reserve 340.00 270.00

Profit & Loss Account balance carried to Balance sheet 8.34 7.71

Key Ratios

Earning per Share (Rs.) 7.21 5.61

Dividend per share (Rs.) 1.50 1.20

Current Ratio 1.33:1 1.23:1

Debt-Equity Ratio 1.27:1 1.03:1

2. DIVIDEND

Your Directors are pleased to recommend dividend of Rs.1.50 per share (15%) for the financial year ended 31st March, 2014. The dividend if approved by the shareholders will be paid to all the equity shareholders, whose names appear in the Register of Members as on 22nd or 23rd August, 2014 (as applicable). Total dividend of 15% for the year 2013-14 would absorb Rs.109.51 Lakh inclusive of dividend tax.

3. PERFORMANCE OF THE COMPANY

The Company has been able to achieve a significant turnover growth of 35.14%. The Company was also able to improve upon the profitability of its operations by continuously developing the new product-mix and optimization of its various facilities achieving better results over previous year.

The Standalone Gross Income & profit after tax of the company for the year was Rs. 21,832.33 Lakh & Rs. 450.14 Lakh as against Rs. 16,170.95 Lakh & Rs. 350.30 Lakh respectively for the previous year.

The Consolidated Gross Income of the company for the year under review was Rs.22,248.67 Lakh as against Rs. 16,631.38 Lakh for the previous year resulting in a growth of 33.77% The Consolidated profit after tax, of the company, for the year was Rs.492.85 Lakh as against Rs.392.89 Lakh for the previous year.

The increase in Gross Income was mainly contributed by increase in export & domestic turnover by 33.29% and 36.17% respectively.

FINANCIAL POSITION

i) Share Capital:

The subscribed, issued and paid-up capital of the company remained at 6,240,000 equity shares of Rs.10/- each implying a fully paid up capital of Rs.624.00 Lakh as on 31st March, 2014.

ii) Reserve and Surplus:

The Reserve and surplus balance for the company during the fiscal under review has gone up from Rs. 3,763.75 Lakh to Rs. 4,104.38 Lakh with a further transfer of Rs.340.00 Lakh to General Reserve.

iii) Secured Loans:

During the Fiscal 2014, the borrowing of the company under secured loan has gone up from Rs.4,332.07 Lakh to Rs. 4,913.71 Lakh.

iv) Unsecured Loans:

During the Fiscal 2014, the company had an unsecured loan for a sum of Rs.1,091.99 Lakh as long term borrowing.

v) Fixed Assets:

The Gross Fixed Assets (Including Capital work-in- progress) as at 31st March, 2014 were Rs.5,152.28 Lakh as compared to Rs.4,953.46 Lakh in the previous year.

v) Current Assets:

The current assets of the Company as on 31st March, 2014 were Rs.11,054.40 Lakh as against Rs. 8,094.07 Lakh in the previous year. Inventory level was at Rs.4,068.47 Lakh, which has increase by Rs.1,522.43 Lakh over previous year's level of Rs. 2,540.44 Lakh. Debtors outstanding as on 31st March, 2014 were Rs.3,385.57 Lakh as against Rs. 3,058.12 Lakh for previous year i.e. an increase of Rs.270.49 Lakh over the previous year.

SUBSIDIARY COMPANIES

As per Section 212 of the Companies Act, 1956, we are required to attach the, Balance Sheet, Statement of Profit and Loss and other documents of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated February 8, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2013-14 does not contain the financial statements of our subsidiaries. Please refer statement pursuant to Section 212 of the Companies Act, 1956 for the summary financial performance of our subsidiaries. These documents will be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared by your Company in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India and the same together with Auditor's Report thereon form part of the Annual Report.

DIRECTORS

Mr. Giriraj Kumar Mall, Director of the Company retires by rotation at the forthcoming Annual General Meeting, pursuant to the provisions of Article 115 of the Article of Association of the Company and being eligible, offers himself for reappointment.

AUDITORS

The Board has recommended the appointment of M/s Doshi, Chatterjee, Bagri & Co., Chartered Accountants as an auditor of the company for a period of five years, subject to ratification by members at every Annual General Meeting, for whom the company has received a notice u/s 140 of the Companies Act, 2013 from member seeking their appointment. Messrs Doshi, Chatterjee, Bagri & Co., Chartered Accountants, have confirmed their eligibility for appointment under Section 139 of the Companies Act, 2013.

AUDITORS' REPORT

The Auditors' Report on the Accounts of the Company for the year under review is self-explanatory and requires no comment.

COST AUDITORS

Pursuant to Order from the Ministry of Corporate Affairs, S Chhaparia & Associates, Cost Accountants, have been appointed as Cost Auditors for the financial year 2013-14. They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

PARTICULARS OF EMPLOYEES

Your Directors wish to place on record their appreciation for the continued support and dedication from each member of the "Mallcom" family who has wholeheartedly contributed to the success achieved in improving efficiency and reducing costs. The highly trained, motivated and productive work-team has indeed been a core competency of your Company. No disclosure is required under section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company believes in and practices highest code of corporate governance in maintaining transparency in its disclosure norms, simultaneously creating value and wealth for its shareholders, thereby enhancing its accountability to all its stakeholders.

A separate report on the Corporate Governance, along with the requisite certificate from the Auditors of the Company is annexed herewith as part of this Annual Report.

OUR SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

As a part of its policy for corporate social responsibility, the Company is associated with charitable and social activities and thereby playing a pro-active role in the socio- economic growth. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account guidelines and statements issued by stakeholders and other regulatory bodies.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, hereby confirm that: -

i. In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonably prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the said period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. Adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been ensured;

iv. The annual accounts have been prepared on a going concern basis;

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Every Effort is made to optimize the energy cost while carrying out the manufacturing operations, thus conservation of energy continues to remain our area of thrust. The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are annexed hereto and form part of this Report.

ACKNOWLEDGEMENT

The Directors appreciate and value the assistance, co- operation and support extended to your company by the various central and state Government agencies, foreign collaborators, customers, bankers and other business associates.

For and behalf of the Board

A. K. Mall

Date: May 30, 2014 Chairman & Managing Director

Reg. Office:

Mallcom Towers

EN-12, Sector-V

Salt Lake City

Kolkata-700091


Mar 31, 2013

Dear Members,

The Directors submit the Twenty-Ninth Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2013.

1. FINANCIAL RESULTS

Your Company's performance during the year ended 31st March, 2013 is summarized below:

(Rupees in Lakhs)

31-March-2013 31-March-2012

Total Income 16,170.95 13,663.67

Earnings before Interest Depreciation and Tax [EBIDT] 1089.71 939.93

Less: Finance Cost 298.49 205.35

Depreciation 284.52 307.53

Earnings before Tax [EBT] 506.70 427.05

Less: Income Tax

* Current 149.25 115.26

* Deferred 7.15 5.16

* Fringe Benefit Tax — —

* Income Tax for Earlier Years — 24.09

Profit after Tax [PAT][Before adjustment for MAT] 350.30 282.54

Add: Adjustment for MAT Credit receivable - 64.04

Profit after Tax 350.30 346.59

Add: Profit b/f from previous year 15.01 15.09

350.30 361.68

Appropriation

Dividend Recommended 74.88 74.88

Dividend Tax 12.73 11.79

Transfer to General Reserve 270.00 260.00

Profit & Loss Account balance carried to Balance sheet 7.71 15.01

Key Ratios

Earning per Share (Rs.) 5.61 5.55

Dividend per share (Rs.) 1.20 1.20

Current Ratio 1.25:1 1.23:1

Debt-Equity Ratio 0.89:1 0.85:1

2. DIVIDEND

Your Directors are pleased to recommend dividend of Rs.1.20 per share (12%) for the financial year ended 31st March, 2013. The dividend if approved by the shareholders will be paid to all the equity shareholders, whose names appear in the Register of Members as on 16th September, 2013. Total dividend of 12% for the year 2012-13 would absorb Rs.87.61Lakh inclusive of dividend tax.

3. PERFORMANCE OF THE COMPANY

During the year under review the GDP Growth has declined from 6.5% to 5% as a whole and in growth in manufacturing and export sector has been well below the expectations. The company however despite the odds both in domestic market as well as international markets facing slowdown has been able to come out with decent performance achieving a turnover growth of 18.35%. The Company was also able to improve upon the profitability of its operations by continuously developing the new product- mix and optimization of its various facilities achieving better results over previous year.

The Standalone Gross Income & profit after tax of the company for the year was Rs. 16,170.94 Lakh & Rs.350.30 Lakh as against Rs. 13,663.67 Lakh & Rs.346.59 Lakh respectively for the previous year.

The consolidated Gross Income of the company for the year under review was Rs.16, 631.38 Lakh as against Rs.14, 084.57 Lakh for the previous year resulting in a growth of 18.08% The Consolidated profit after tax, of the company, for the year was Rs.392.89 Lakh as against Rs. 380.05 Lakh for the previous year.

The increase in Gross Income was mainly contributed by increase in export & domestic turnover.

The Standalone change in Gross Income and Profit after Tax during the last 5 years has been summarized below:

FINANCIAL POSITION

i) Share Capital:

The subscribed, issued and paid-up capital of the company remained at 62,40,000 equity shares of Rs.10/- each implying a fully paid up capital of Rs.624.00 Lakh as on 31st March, 2013.

ii) Reserve and Surplus:

The Reserve and surplus balance for the company during the fiscal under review has gone up from Rs.3501.27 Lakh to Rs. 3763.75 Lakh with a further transfer of Rs.270.00 Lakh to General Reserve.

iii) Secured Loans:

During the Fiscal 2013, the borrowing of the company under secured loan has gone up from Rs.3340.25 Lakh to Rs.3691.37 Lakh resulting in increase of debt equity ratio from 0.85:1 to 0.89:1.

iv) Unsecured Loans:

During the Fiscal 2013, the company had an unsecured loan for a sum of Rs.208.25 Lakh as short term borrowing as against Rs. 181.50 Lakh received during previous year.

v) Fixed Assets:

The Gross Fixed Assets (Including Capital work-in- progress) as at 31st March, 2013 were Rs.4953.46 Lakh as compared to Rs. 4791.97 Lakh in the previous year.

vi) Current Assets:

The current assets of the Company as on 31st March, 2013 were Rs.7453.37 Lakh as against Rs.6051.03 Lakh in the previous year. Inventory level was at Rs.2877.68 Lakh, which has increase by Rs.22.53 Lakh over previous year's level of Rs. 2855.15 Lakh. Debtors outstanding as on 31st March 2013 were Rs.2417.42 Lakh as against Rs.1046.18 Lakh for previous year i.e. an increase of Rs.1371.24 Lakh over the previous year.

SUBSIDIARY COMPANIES

As per Section 212 of the Companies Act, 1956, we are required to attach the, Balance Sheet, Statement of Profit and Loss and other documents of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated February 8, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the financial statements of our subsidiaries. Please refer statement pursuant to Section 212 of the Companies Act, 1956 for the summary financial performance of our subsidiaries. These documents will be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours. A statement pursuant to sec 212 (1)(c) and 212(8) of the companies Act 1956 is annexed herewith as Annexure A.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared by your Company in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India and the same together with Auditor's Report thereon form part of the Annual Report.

DIRECTORS

Mr. Naresh Pachisia, Director of the Company retires by rotation at the forthcoming Annual General Meeting, pursuant to the provisions of Article 115 of the Article of Association of the Company and being eligible, offers himself for reappointment.

AUDITORS

The current Statutory Auditors, Messrs Jain Seth & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and having confirmed their eligibility for reappointment under Section 224 (1-B) of the Companies Act, 1956, they have offered themselves there for.

AUDITORS' REPORT

The Auditors' Report on the Accounts of the Company for the year under review is self-explanatory and requires no comment.

COST AUDITORS

Pursuant to Order from the Ministry of Corporate Affairs, S Chhaparia & Associates, Cost Accountants, have been appointed as Cost Auditors for the financial year 2012-13. They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

PARTICULARS OF EMPLOYEES

Your Directors wish to place on record their appreciation for the continued support and dedication from each member of the "Mallcom" family who has wholeheartedly contributed to the success achieved in improving efficiency and reducing costs. The highly trained, motivated and productive work-team has indeed been a core competency of your Company. No disclosure is required under section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company believes in and practices highest code of corporate governance in maintaining transparency in its disclosure norms, simultaneously creating value and wealth for its shareholders, thereby enhancing its accountability to all its stakeholders.

A separate report on the Corporate Governance, along with the requisite certificate from the Auditors of the Company is annexed herewith as part of this Annual Report.

OUR SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

As a part of its policy for corporate social responsibility, the Company is associated with charitable and social activities and thereby playing a pro-active role in the socio- economic growth. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account guidelines and statements issued by stakeholders and other regulatory bodies.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, hereby confirm that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonably prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the said period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. Adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been ensured;

iv. The annual accounts have been prepared on a going concern basis;

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Every Effort is made to optimize the energy cost while carrying out the manufacturing operations, thus conservation of energy continues to remain our area of thrust. The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are annexed hereto and form part of this Report.

ACKNOWLEDGEMENT

The Directors appreciate and value the assistance, co- operation and support extended to your company by the various central and state Government agencies, foreign collaborators, customers, bankers and other business associates.

For and behalf of the Board A. K. Mall Date: 22nd June, 2013 Chairman & Managing Director

Reg. Office:

Mallcom Towers

EN-12, Sector-V

Salt Lake City

Kolkata-700091


Mar 31, 2012

Dear Members,

The Directors submit the Twenty-Eighth Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2012.

1. FINANCIAL RESULTS

Your Company's performance during the year ended 31st March 2012 is summarized below:

(Rs. in Lakh)

31 March 31 March 2012 2011

Total Income 13,663.67 11,997.57

Earnings before Interest Depreciation and Tax [EBIDT] 939.93 1,245.01

Less: Finance Cost 205.35 125.79

Depreciation 307.53 297.95

Earnings before Tax [EBT] 427.05 821.27

Less: Income Tax

- Current 115.26 143.80

- Deferred 5.16 2.53

- Fringe Benefit Tax - -

- Income Tax for Earlier Years 24.09 11.96

Profit after Tax [PAT][Before adjustment for MAT] 282.54 662.98

Add: Adjustment for MAT Credit receivable 64.04 -

Profit after Tax 346.59 662.98

Add: Profit b/f from previous year 15.09 11.26

361.68 674.24

Appropriation

Dividend Recommended 74.88 93.60

Dividend Tax 11.79 15.55

Transfer to General Reserve 260.00 550.00

Profit & Loss Account balance carried to Balance sheet 15.01 15.09

Key Ratios

Earning per Share (Rs.) 5.55 10.62

Dividend per share (Rs.) 1.20 1.50

Current Ratio 1.23:1 1.23:1

Debt-Equity Ratio 0.85:1 0.77:1

2. DIVIDEND

Your Directors are pleased to recommend dividend of Rs.1.20 per share (12 %) for the financial year ended 31st March, 2012. The dividend if approved by the shareholders will be paid to all the equity shareholders, whose names appear in the Register of Members as on 21st August, 2012. Total dividend of 12% for the year 2011-12 would absorb Rs. 87.03 Lakh inclusive of dividend tax.

3. PERFORMANCE OF THE COMPANY

During the year under review the GDP Growth as a whole and in particular growth in manufacturing and export sector has been well below the expectations. The company however despite the odds both in domestic market as well as international markets facing slowdown has been able to come out with decent performance achieving a turnover growth of 19.33%. The Company was also able to improve upon the profitability of it's operations by continuously developing the new product-mix and optimization of it's various facilities achieving better results over previous year.

The Standalone Gross Income & profit after tax of the company for the year was Rs.13663.67 Lakh & Rs.346.59 Lakh as against Rs. 11997.57 Lakh & Rs. 662.98 Lakh respectively for the previous year.

The consolidated Gross Income of the company for the year under review was Rs.14084.57 Lakh as against Rs.12436.92 Lakh for the previous year resulting in a growth of 13.25% The Consolidated profit after tax, of the company, for the year was Rs.380.04 Lakh as against Rs.687.79 Lakh for the previous year.

The increase in Gross Income was mainly contributed by increase in export & domestic turnover by 18.16% & 36.61% respectively.

FINANCIAL POSITION

i) Share Capital:

The subscribed, issued and paid-up capital of the company remained at 62,40,000 equity shares of Rs.10/- each implying a fully paid up capital of Rs.624.00 Lakh as on 31st March 2012.

ii) Reserve and Surplus:

The Reserve and surplus balance for the company during the fiscal under review has gone up from Rs. 3247.20 Lakh to Rs.3501.27 Lakh with a further transfer of Rs.260.00 Lakh to General Reserve.

iii) Secured Loans:

During the Fiscal 2012, the borrowing of the company under secured loan has gone up from Rs. 2849.29 Lakh to Rs.3340.25 Lakh resulting in increase of debt equity ratio from 0.77:1 to 0.85:1.

iv) Unsecured Loans:

During the Fiscal 2012, the company had an unsecured loan for a sum of Rs.181.50 Lakh as short term borrowing as against Rs.147.25 Lakh received during previous year.

v) Fixed Assets:

The Gross Fixed Assets (Including Capital work-in- progress) as at 31st March, 2012 were Rs.4791.96 Lakh as compared to Rs. 4329.57 Lakh in the previous year.

v) Current Assets:

The current assets of the Company as on 31st March, 2012 were Rs.6051.03 Lakh as against Rs. 6118.71 Lakh in the previous year. Inventory level was at Rs.2855.15 Lakh, which was lower by Rs.520.31 Lakh over previous year's level of Rs.3375.46 Lakh. Debtors outstanding as on 31st March 2012 were Rs.1046.18 Lakh as against Rs.1250.04 Lakh for previous year i.e. a decrease of Rs.203.86 Lakh over the previous year.

SUBSIDIARY COMPANIES

The Annual Report of its' subsidiary Mallcom Safety Pvt. Ltd. for the year ended 31st March, 2012 is enclosed separately and form an integral part of the Annual Report of Mallcom (India) Ltd.

Pursuant to the requirements of the clause 32 of the Listing Agreement, the details of Loans/ Advances made to and Investment made in Subsidiary have been furnished in Schedules forming part of the Accounts.

A statement pursuant to Section 212 of the companies Act, 1956, relating to the company's interest in the Subsidiary Companies is provided separately.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared by your Company in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India and the same together with Auditor's Report thereon form part of the Annual Report.

DIRECTORS

Mr. Giriraj Mall, Director of the Company retires by rotation at the forthcoming Annual General Meeting, pursuant to the provisions of Article 115 of the Article of Association of the Company and being eligible, offers himself for reappointment.

AUDITORS

The current Statutory Auditors, Messrs Jain Seth & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and having confirmed their eligibility for reappointment under Section 224 (1-B) of the Companies Act, 1956, they have offered themselves there for.

AUDITORS' REPORT

The Auditors' Report on the Accounts of the Company for the year under review is self-explanatory and requires no comment.

PARTICULARS OF EMPLOYEES

Your Directors wish to place on record their appreciation for the continued support and dedication from each member of the "Mallcom" family who has wholeheartedly contributed to the success achieved in improving efficiency and reducing costs. The highly trained, motivated and productive work- team has indeed been a core competency of your Company. No disclosure is required under section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company believes in and practices highest code of corporate governance in maintaining transparency in its disclosure norms, simultaneously creating value and wealth for its shareholders, thereby enhancing its accountability to all its stakeholders.

A separate report on the Corporate Governance, along with the requisite certificate from the Auditors of the Company is annexed herewith as part of this Annual Report.

OUR SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

As a part of its policy for corporate social responsibility, the Company is associated with charitable and social activities and thereby playing a pro-active role in the socio- economic growth. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account guidelines and statements issued by stakeholders and other regulatory bodies.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, hereby confirm that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonably prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the said period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. Adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been ensured;

iv. The annual accounts have been prepared on a going concern basis;

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE Every effort is made to optimize the energy cost while carrying out the manufacturing operations, thus conservation of energy continues to remain our area of thrust. The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are annexed hereto and form part of this Report.

ACKNOWLEDGEMENT

The Directors appreciate and value the assistance, co- operation and support extended to your company by the various central and state Government agencies, foreign collaborators, customers, bankers and other business associates.

For and behalf of the Board A. K. Mall Chairman & Managing Director

Date: May 30, 2012 Reg. Office: Mallcom Towers EN-12, Sector-V Salt Lake City Kolkata-700091

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